EXHIBIT 10.9  









LOAN AGREEMENT AND
PROMISSORY NOTE 



December 31, 2005 



        THIS
LOAN AGREEMENT AND PROMISSORY NOTE (the “Agreement”) is entered into and
effective as of this 31st day of December 2005, by and between David Liu
(“Lender”), an individual, and Chilco River Holdings, Inc., a Nevada corporation
(“Borrower”), with reference to the following: 



RECITALS  



	  	A.  	  	Lender
is a principal shareholder of the Borrower;  






	  	B.  	  	Lender
provided the Borrower with a number of advances, commencing February 8,
                    2005; such advances to be used by the Borrower to aid in its payment
of                     professional fees and certain corporate expenses, a list of which
is set forth                     in Exhibit “A” of this Agreement;  






	  	C.  	  	The
Borrower repaid the Lender $50,000 on or about December 23, 2005;  






	  	D.  	  	The
Borrower and the Lender agree that the advances set forth in Exhibit
                    “A” were made by the Lender on behalf of the Borrower
for the                     Borrower’s interest and benefits;  






	  	E.  	  	The
Borrower and the Lender desire to convert the balance of such advances into
                    a true and enforceable fully recourse loan at a rate of interest
specified                     herein.  






        NOW,
THEREFORE, in consideration of the mutual promises and covenants herein contained and for
other good and valuable consideration, the parties agree as follows: 



AGREEMENT AND THE NOTE  



        FOR
VALUE RECEIVED, the Borrower promises to pay to the order of David Liu, an individual
(“Holder”) or his successors, representatives and assigns, at the address
indicated below, the principal sum of NINETY-SEVEN THOUSAND TWO HUNDRED EIGHTY NINE
DOLLARS AND SIX CENTS ($97,289.06), in lawful money of the United States of America,
together with interest thereon at the interest rate defined below, on the date five (5)
business days after receipt of demand for payment (such date, the “Maturity
Date”); provided, however, that notwithstanding the foregoing if the Borrower fails
to pay the amount due hereunder in full when the same becomes due at maturity or
otherwise, interest will accrue on all amounts of principal and interest outstanding under
this loan agreement and promissory note (this “Note”) at 8% per annum or, if
less, the maximum amount permitted by applicable law, until all principal and accrued and
unpaid interest are paid in full. As used in this Note, the term “business day”
means any day that is not a Saturday, Sunday or other day on which the commercial banks in
the City of Los Angeles, California, are authorized or required by applicable law to
remain closed. 







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Initials 





1 


















     1.    
          Interest and Payment. Borrower promises to pay interest from and
          including the date hereof until paid on the unpaid principal balance hereof at
          the rate of 4.34% per annum as of the date hereof. Interest shall be computed on
          the basis of a 360-day year. All payments specified herein shall be deemed made
          when actually received by Holder. This note may be prepaid, in whole or in part,
          without penalty to the Borrower. A partial prepayment shall not excuse Borrower
          from making the full payment required herein nor lessen the amount of such
          payment. Payments shall be in lawful money of the United States of America, and
          when received by Holder shall be applied first to all amounts due hereunder
          other than principal or interest, second to accrued interest, third upon the
          portion of the principal balance then due, if any, and fourth as a principal
          prepayment. 



     1.    
          Bankrutpcy. This Note and all amounts outstanding shall immediately and
          automatically mature and become due and payable, without presentment, demand,
          protest or notice, all of which are hereby waived, in the event that the
          Borrower files a voluntary petition in bankruptcy or an involuntary petition is
          filed against it and not dismissed within ten days. 



     3.    
          No Waiver. Neither this Note nor any term hereof may be amended or waived
          orally or in writing, except that any term of this Note may be amended and the
          observance of any term of this Note may be waived (either generally or in a
          particular instance and either retroactively or prospectively) with (but only
          with) the written consent of the Borrower and the Holder. This Note shall inure
          to the benefit of the Holder of this Note and the Borrower and their respective
          successors and assigns and be binding upon the Holder of this Note and the
          Borrower and their respective successors and assigns. 



     4.    
          Notice. Any notice or communication must be given in writing or delivered
          in person, or by overnight courier, or by facsimile addressed as follows: 



	  	
if to the Borrower: 






	  	
Chilco River  Holdings, Inc.

355 Lemon Avenue, Suite C

Walnut, California 91789

Facsimile:    (909)869-8444

Attention:  Corporate Secretary 







        if
to the Holder, at the address specified in writing by the Holder, or at such other address
and to the attention of such other person as the Borrower or the Holder may designate by
written notice to the other. Any such notice or communication is effective (x) when
received, if delivered in person or by facsimile, or (y) on the next business day, if
delivered by overnight courier. 



     5.    
          Transfer and Assignment. The Holder may sell, transfer, assign, encumber
          or otherwise dispose of this Note in whole or in part, other than as may be
          prohibited by applicable law. 



     6.    
          Enforcement Cost. The Borrower shall pay all reasonable out-of-pocket
          expenses incurred by the Holder, including fees and disbursements of counsel for
          the Holder, in connection with the enforcement of this Note. 







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Initials 





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     7.    
          Governing Law. This Note is governed by and shall be construed and
          enforced in accordance with the laws of the State of California for contracts
          made and wholly performed within that state and shall be construed as if drafted
          equally by the Borrower and the Holder. The Borrower hereby submits to the
          exclusive personal jurisdiction of the courts of the State of California and the
          federal courts of the United States sitting in Los Angeles County, and any
          appellate court from any such state or federal court. 



     8.    
          Unconditional Obligation. The Borrower’s obligations under this Note
          are absolute and unconditional and shall not be subject to any defense, setoff
          or counterclaim that may at any time be available to or be asserted by the
          Borrower. The Borrower hereby waives, and agrees not to assert, any right to
          offset or interpose as a defense or counterclaim any claim against the Holder
          against its obligations under this Note. 



     9.    
          No Waiver. No failure or delay on the part of the Holder in exercising
          any power or right hereunder, and no course of dealing between the Borrower and
          the Holder of this Note, shall operate as a waiver thereof, nor shall any single
          or partial exercise of any such right or power, or any abandonment or
          discontinuance of steps to enforce such a right or power, preclude any other or
          further exercise thereof or the exercise of any other right or power. 



     10.    
          Partial Invalidity. Should any provision of this Note be judicially
          declared to be invalid, unenforceable or void, such decision will not have the
          effect of invalidating or voiding the remainder of this Note, and the parties
          hereto agree that the provision of this Note so held to be invalid,
          unenforceable or void will be deemed to have been stricken herefrom and the
          remainder will have the same force and effectiveness as if such provision had
          never been included herein, provided, however the parties hereto shall use their
          best efforts to replace the provision so deemed to have been stricken herefrom
          with a provision that the parties reasonably believe to be valid and enforceable
          and which has a substantially identical economic and legal effect as the
          provision so deemed to have been stricken herefrom. 



        IN
WITNESS WHEREOF, the Borrower has caused this Note to be made, executed and delivered by
its duly authorized officer as of the day and year first written above. 



	
BORROWER:	
 CHILCO RIVER HOLDINGS, INC.                 

                                             

                                             

                                             

 By:  /s/ Tom Liu

___________________________________     

                   Tom Liu, Chief Executive Officer    

                                             

                                             

                                             

By:   /s/ Winston Yen

__________________________________       

                   Winston Yen, Chief Financial Officer











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Initials 





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ACKNOWLEDGED AND AGREED
BY:  




By:  
/s/ David Liu

______________________________ 

DAVID LIU, an individual












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Initials 





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EXHIBIT “A”  



Advances Made by the
Lender 




	
Payment

Type	Date
	
Payees	
Purpose	
Advance

Amount	
Total

Amount
	Check	 	02/08/2005	 	The Andrew Hotel	 	Travel in NY 2/3-2/8/05	 	873.66	 	-873.66	 
	Check	 	04/18/2005	 	Liam O’Brien & Associates	 	Legal fees for agreement	 	10,000.00	 	-10,873.66	 
	Check	 	06/06/2005	 	Liam O’Brien & Associates	 	Legal Fees	 	29,083.31	 	-39,956.97	 
	Check	 	07/06/2005	 	Liam O’Brien & Associates	 	Legal Fees	 	23,542.81	 	-63,499.78	 
	Check	 	07/06/2005	 	Subsino	 	TGM PDA & receiver	 	8,600.00	 	-72,099.78	 
	Check	 	07/06/2005	 	MGM Grand	 	Travel 9/12-9/17	 	358.76	 	-72,458.54	 
	Check	 	10/08/2005	 	Grand Hyatt Seoul	 	Travel 10/5-10/8/05	 	1,876.31	 	-74,334.85	 
	Deposit	 	10/30/2005	 	David Liu	 	account openning deposit	 	20,000.00	 	-94,334.85	 
	Check	 	11/15/2005	 	Sticky Grand Hotel	 	Travel	 	1,262.52	 	-95,597.37	 
	Check	 	11/18/2005	 	Delight Hotel	 	Travel 11/15-11/17/05	 	229.64	 	-95,827.01	 
	Check	 	11/19/2005	 	ABE Corporation	 	Walnuit office furniture	 	6,607.58	 	-102,434.59	 
		 		 	Pacific Corporation Trust	 		 		 		 
	Check	 	11/25/2005	 	Borrower	 	Tarnsfer agent fee	 	3,865.40	 	-106,299.99	 
	Check	 	11/30/2005	 	Mantyla McReynolds	 	3rd qtr FS review	 	17,875.00	 	-124,174.99	 
	Check	 	12/16/2005	 	Leisure Tour	 	Flight tickets from 1/6-12/16/05	 	22,009.94	 	-146,184.93	 
	Check	 	12/27/2005	 	Best Buy	 	Computers	 	1,104.13	 	-147,289.06	 









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Initials 





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